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Common use of Optional Purchase of All Receivables Clause in Contracts

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 9 contracts

Samples: Sale and Servicing Agreement (Usaa Auto Owner Trust 2005-3), Sale and Servicing Agreement (USAA Auto Owner Trust 2005-4), Sale and Servicing Agreement (Usaa Acceptance LLC)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 4.4 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due overdue interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee. The Servicer or the Issuer shall furnish written notice of the Servicer's election to exercise such option to the Indenture Trustee and the Rating Agencies at least 10 days', but not more than 30 days', prior to the Payment Date on which such purchase shall occur (and the Indenture Trustee shall promptly furnish such notice to the Noteholders).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Whole Auto Loan Trust 2003-1), Sale and Servicing Agreement (Bear Stearns Asset Backed Fund Inc Whole Auto Loan Tr 2002-1), Sale and Servicing Agreement (Bear Stearns Asset Backed Funding Ii Inc)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2006-2), Sale and Servicing Agreement (USAA Auto Owner Trust 2006-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2006-4)

Optional Purchase of All Receivables. As of the last day of Business Day in any Collection Period as of which the Pool Factor Balance (expressed as a percentage) of initial Pool Balance shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from corpus of the Trust. To exercise such option, the Servicer shall deposit pursuant notify the Trustee, the Paying Agent, and the Transfer Agent and Certificate Registrar and in writing, no later than the fifth calendar day of the month in which such purchase is to Section 4.5 be effected of its intention to effect such purchase. On the Deposit Date in such month, the Collection Account an amount equal to the lesser of (i) Servicer shall pay the aggregate Purchase Repurchase Amount for the Receivables and (iiincluding Defaulted Receivables) the fair market value of the Receivables, and shall succeed to all interests in and to the TrustTrust property. Notwithstanding The payment shall be made in the foregoingmanner specified in Section 14.4, the Servicer and shall be distributed pursuant to Section 14.5. The Trustee shall not be permitted to exercise such option unless permit the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum purchase of the outstanding principal amount corpus of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account Trust pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-long term unsecured debt is rated at the time of such purchase at least BBB and Baa3 by Moody's the Rating Agencies or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Usaa Federal Savings Bank), Pooling and Servicing Agreement (Usaa Federal Savings Bank)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase Purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Usaa Federal Savings Bank), Sale and Servicing Agreement (Usaa Federal Savings Bank)

Optional Purchase of All Receivables. As of the last day of Business Day in any Collection Period as of which the Pool Factor Balance (expressed as a percentage) of initial Pool Balance shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from corpus of the Trust; provided that the Servicer shall not exercise such option to purchase if the purchase price, as specified below, is less than the amount required in order to distribute to certificateholders in accordance with Section 7.5 the sum of the Class A Certificate Balance, the Class A Interest Distributable Amount, the Class B Certificate Balance and the Class B Interest Distributable Amount for the Distribution Date on which the purchase price is applied to make such distributions. To exercise such option, the Servicer shall deposit pursuant notify the Trustee, the Paying Agent, and the Transfer Agent and Certificate Registrar in writing, no later than the fifth calendar day of the month in which such purchase is to Section 4.5 be effected of its intention to effect such purchase. On the Deposit Date in such month, the Collection Account an amount equal to Servicer shall pay the lesser lower of (i) the aggregate Purchase Amount for the Receivables (including Defaulted Receivables) and (ii) the fair market value of the Receivables, Receivables and shall succeed to all interests in and to the TrustTrust property. Notwithstanding The payment shall be made in the foregoingmanner specified in Section 7.4, the Servicer and shall be distributed pursuant to Section 7.5. The Trustee shall not be permitted to exercise such option unless permit the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum purchase of the outstanding principal amount corpus of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account Trust pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Usaa Acceptance LLC), Pooling and Servicing Agreement (Usaa Acceptance LLC)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner xxx Xxxer Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent frauxxxxxx transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee Indenturx Xxxxxee or the Owner Trustee.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Usaa Federal Savings Bank Usaa Auto Owner Trust 2001-1), Sale and Servicing Agreement (Usaa Acceptance LLC)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner xxx Xxner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent fraxxxxxxx transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee Indentuxx Xxxxtee or the Owner Trustee.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Usaa Auto Owner Trust 2003-1)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's Xxxxx'x or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's Xxxxx'x to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's Xxxxx'x and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC Trust 2004-1)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due overdue interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Funding Inc)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner xxx Xxner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent fraxxxxxxx transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee Indentuxx Xxxxtee or the Owner Trustee.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Usaa Federal Savings Bank)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner txx Xxxxr Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 1 contract

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2006-3)

Optional Purchase of All Receivables. As of the last day of any Collection Period as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from the Trust. To exercise such option, the Servicer shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes [and the Certificate Balance Balance] and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC)

Optional Purchase of All Receivables. As of the last day of Business Day in any Collection Period as of which the Pool Factor Balance (expressed as a percentage) of initial Pool Balance shall be equal to or less than the Optional Purchase Percentage, the Servicer shall have the option to purchase the Trust Property from corpus of the Trust. To exercise such option, the Servicer shall deposit pursuant notify the Trustee, the Paying Agent, and the Transfer Agent and Certificate Registrar and in writing, no later than the fifth calendar day of the month in which such purchase is to Section 4.5 be effected of its intention to effect such purchase. On the Deposit Date in such month, the Collection Account an amount equal to the lesser of (i) Servicer shall pay the aggregate Purchase Repurchase Amount for the Receivables and (iiincluding Defaulted Receivables) the fair market value of the Receivables, and shall succeed to all interests in and to the TrustTrust property. Notwithstanding The payment shall be made in the foregoingmanner specified in Section 14.4, the Servicer and shall be distributed pursuant to Section 14.5. The Trustee shall not be permitted to exercise such option unless permit the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum purchase of the outstanding principal amount corpus of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due interest) thereon. The amount deposited in the Collection Account Trust pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-long term unsecured debt is rated at the time of such purchase at least BBB and Baa3 by Moody's the Rating Agencies or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's the Rating Agencies to the 105 effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.. 106

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Usaa Federal Savings Bank)

Optional Purchase of All Receivables. As of On each Payment Date following the last day of any a Collection Period as of to which the Pool Factor Balance shall be less than or equal to or less than the Optional Purchase PercentagePercentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Property from Estate, other than the TrustTrust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Owner Trustee and the Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit pursuant to Section 4.5 in the Collection Account an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) Receivables, plus the fair market appraised value of any other property held in the ReceivablesTrust other than in the Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the second preceding sentence is greater than or equal to the sum of the outstanding principal amount balance of the Notes and the Certificate Balance and all accrued but unpaid interest (including any over due overdue interest) thereonthereon and the Certificate Balance. The amount deposited Purchase Amount, any Negative Carry Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts in the Collection Account pursuant Supplemental Reserve Account, plus to this Section 8.1 the extent necessary all amounts in the Reserve Account, shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc)